DEFENSE OF SUITS. In the event any court action or administrative proceeding is brought against MPS or any of its officers, agents, or employees, for Contractor or its subcontractors’ acts or failure in whole or in part to perform any acts required by this Contract, MPS shall tender its defense of any claim or action at law or equity to Contractor or Contactor’s insurer, and upon such tender it shall be the duty of Contractor and Contractor’s insurer to defend such claim or action without cost or expense to MPS, its officers, agents or employees. Contractor shall be solely responsible for the conduct and performance of the services performed under this Contract.
DEFENSE OF SUITS. Upon request by the indemnified party, the indemnifying party shall defend any suit brought against the indemnified party for any injury, loss, or damage subject to indemnification under this Agreement. The indemnified party shall notify the indemnifying party promptly in writing of any written claims, lawsuits, or demands for which the indemnifying party may be responsible under this Agreement. The indemnified party shall cooperate in every reasonable way to facilitate defense or settlement. The indemnifying party shall have the right to control and conduct the defense and settlement of any action or claim subject to consultation of the indemnified party. The indemnifying party shall not be responsible for any settlement unless the indemnifying party approved such settlement in advance and agrees to be bound by the settlement agreement.
DEFENSE OF SUITS. In case any action in court or proceeding before an administrative agency is brought against the CITY or any of its officers, agents, or employees for the failure or neglect of the CONTRACTOR in whole or in part to perform any of the covenants, acts, matters or things by this Contract undertaken, or for injury or damage caused by the alleged negligence of the CONTRACTOR, its officers, agents or employees, the CONTRACTOR shall indemnify and save harmless the CITY and its officers, agents and employees from all losses, damages, costs, expenses, judgments, or decrees arising out of such action. The CITY shall tender the defense of any claim or action at law or in equity to the CONTRACTOR or CONTRACTOR's insurer, and upon such tender it shall be the duty of the CONTRACTOR and CONTRACTOR's insurer to defend such claim or action without cost or expense to the CITY or its officers, agents, or employees. The CONTRACTOR shall be solely responsible for the conduct and performance of the services required under the terms and conditions of this Contract and for the results therefrom.
DEFENSE OF SUITS. In case any action at law or suit in equity is brought against the City, any officer, employee, or agent thereof, for or on account of the failure, omission, or neglect of the vendor to do and perform any of the covenants, acts, matters, or things by this contract undertaken to be done or performed, or for the injury or damage caused by the negligence of the vendor or his subcontractors or his or their agents, or in connection with any claim or claims based on the lawful demands of subcontractors, workmen, material, men or suppliers or machinery and parts thereof, equipment, power tools and supplies incurred in the fulfillment of the contract, the vendor shall indemnify and save harmless the City, officers, employees, and agents of the City, of and from all losses, damages, costs (including attorney's fees), expenses, judgments, or decrees whatever arising out of such action of suit that may be brought as aforesaid.
DEFENSE OF SUITS. In the event any court action or administrative proceeding is brought against BPS or any of its officers, agents, or employees, for Harlow’s acts or failure in whole or in part to perform any acts required by this Agreement, BPS shall tender its defense of any claim or action at law or equity to Harlow’s or Harlow’s insurer, and upon such tender it shall be the duty of Harlow’s and Harlow’s insurer to defend such claim or action without cost or expense to BPS, its officers, agents or employees. Harlow’s shall be solely responsible for the conduct and performance of the services performed under this Agreement.
DEFENSE OF SUITS. VLSI Libraries shall, at its own expense, defend or at its option, settle any claim, suit or proceeding brought against Licensee for direct infringement of any valid United States patent or copyright of any third party, by virtue of Licensee's usage of any of the Licensed Products pursuant to the terms of this Agreement. VLSI Libraries shall indemnify Licensee against any costs, expense or damages awarded in such action, provided that Licensee: (a) promptly notifies VLSI Libraries in writing of such action and provided further that; (b) Licensee grants VLSI Libraries full authority to defend or settle the action; and (c) reasonably cooperates and provides all available information, assistance and authority to defend or settle the action. VLSI Libraries shall not be liable for any costs, expenses, damages or fees incurred by Licensee in defending such action or claim unless authorized in advance, in writing by VLSI Libraries.
DEFENSE OF SUITS. In the event any court action or administrative proceeding is brought against RUSD or any of its officers, agents, or employees for the Contractor or Subcontractors acts or failure in whole or part to perform any acts required by this contract, RUSD shall tender its defense of any claim or action at law or equity to the Contractor or Contractor's insurer to defend such claim or action without cost or expense to RUSD, its officers, agents, or employees. The Contractor shall be solely responsible for the conduct and performance of the services performed under this contract, claim or action at law or equity to the Contractor or Contractor's insurer to defend such claim or action without cost or expense to RUSD, its officers, agents, or employees. The Contractor shall be solely responsible for the conduct and performance of the services performed under this contract.
DEFENSE OF SUITS. At the City Corporation Counsel’s option (and subject to the City's obligation to defend against a Legal Challenge), the Contractor must defend all suits brought upon all such Losses against the City and must pay all reasonable costs and expenses incidental to them, but the City has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving the Contractor of any of its obligations under this Agreement. The Contractor shall have the right to select the counsel to defend such suit, subject to the City’s reasonable consent. The Contractor, if not named a party, may seek to intervene in such suit in order to defend against such claim for Losses. Any settlement must be made only with the prior written consent of the City Corporation Counsel if the settlement requires any payment (which payment may, depending on the amount, also require the approval of the City Council) or action on the part of the City, or would affect the City's ability to enforce the Zoning Ordinance or other portions of the Municipal Code. The City shall give written notice to the Contractor of any claim for indemnification under this Article 9 within one year of the City’s actual notice of the event giving rise to such indemnification obligation, provided, however, that such one year period shall be tolled during such time as the City has agreed to forbear the exercise of its rights under this Article 9 or its remedies under Article 12 in an effort to settle a disputed matter or so as to allow the Contractor additional time to cure a Default. Delivery of a Cure Notice shall be deemed to satisfy the written notice obligation described in the preceding sentence. In the event a third party files a suit seeking a declaration as to the invalidity or unenforceability of this Agreement as a whole, or challenging the legality of one or more of the City Digital Sign Ordinances, which challenge if successful, would prohibit the operation of one or more of the City Digital Signs in the City Digital Network, or seeking zoning rights which, if granted, would deprive Contractor of the benefit of the City Digital Sign Exclusivity Provision (i.e., give such plaintiff the right to install and operate changing-image digital signs in a format of 336 square feet or more along expressways and toll roads in locations authorized under the Project Ordinance)(any such event, a “Legal Challenge”), then upon and after the filing of such a Legal Challenge, and until its di...
DEFENSE OF SUITS. 7.1 In case any action in court is brought against BR or any officer or agent thereof for the failure, omission, or neglect of the contractor to perform any of the covenants, acts, matters, or things by the contract undertaken; or for injury or damage caused by the alleged negligence of the contractor or its agents; the contractor shall indemnify and save harmless BR and its officers and agents from all losses, damages, costs, expenses, attorney’s fees, judgments, or decrees whatsoever arising out of such action.
DEFENSE OF SUITS. Artisan Components shall, at its own expense, defend or at its option, settle any claim, suit or proceeding brought by a third party against Licensee for direct infringement of any third party's valid trade secret or copyright, or any third party's valid patent issued in the U.S., Taiwan, Japan or the European Economic Community, by virtue of Licensee's authorized Use of any of the Licensed Products pursuant to the terms of this Agreement and shall pay any settlement amounts or damages finally awarded in such claim, suit or proceeding; provided that Licensee: (a) promptly notifies Artisan Components in writing of such claim, suit or proceeding, (b) gives Artisan Components sole control over the defense and/or settlement of such claim, suit or proceeding; and (c) reasonably cooperates and provides all available information, assistance and authority to defend or settle the claim, suit or proceeding. Artisan Components shall not be liable for any costs, expenses, damages or fees incurred by Licensee in defending such action or claim unless authorized in advance, in writing by Artisan Components.
